Exhibit
        10.2

    

    
 

    NORTH
      AMERICAN SCIENTIFIC, INC.

     

    STOCK
      OPTION AGREEMENT

     

    Type
      of Option (check one):    xIncentive  oNonstatutory

     

    This
      Stock Option Agreement (the “Agreement”) is entered into as of August
      11,
      2008,
      by and between North American Scientific, Inc., a Delaware corporation (the
      “Company”), and Brett Scott (the “Optionee”) pursuant to the Company’s 2006
      Stock Plan, as amended (the “Plan”). Any capitalized term not defined herein
      shall have the same meaning ascribed to it in the Plan.

     

    1.  Grant
      of Option.
      The
      Company hereby grants to Optionee an option (the “Option”) to purchase all or
      any portion of a total of two
      hundred three thousand three hundred fifty-nine (203,359)
      shares
      (the “Shares”) of the Common Stock of the Company at a purchase price of
zero
      and 69/100 dollars
      ($0.69)
      per
      share (the “Exercise Price”), subject to the terms and conditions set forth
      herein and the provisions of the Plan. If the box marked “Incentive” above is
      checked, then this Option is intended to qualify as an “incentive stock option”
as defined in Section 422 of the Internal Revenue Code of 1986, as amended
      (the “Code”). If this Option fails in whole or in part to qualify as an
      incentive stock option, or if the box marked “Nonstatutory” is checked, then
      this Option shall to that extent constitute a nonqualified stock
      option.

     

    2.  Vesting
      of Option.
      

     

    (a)  The
      right
      to exercise this Option shall vest in installments, and this Option shall be
      exercisable from time to time in whole or in part as to any vested installment
      (“Vested Shares”). Commencing on the first anniversary of the “Vesting
      Commencement Date” 25% of the Shares shall become Vested Shares and thereafter
      the remaining Shares shall become Vested Shares in a series of thirty-six (36)
      successive equal monthly installments for each full month of Continuous Service
      provided by the Optionee, such that 100% of the Shares shall become Vested
      Shares on the fourth (4th) anniversary of the “Vesting Commencement Date.” For
      these purposes, the Vesting Commencement Date shall be the date hereof. No
      additional Shares shall vest after the date of termination of Optionee’s
“Continuous Service” (as defined below), but this Option shall continue to be
      exercisable in accordance with Section 3 below with respect to that number
      of shares that have vested as of the date of termination of Optionee’s
      Continuous Service. For purposes of this Agreement, the term “Continuous
      Service” means such period of time during which Optionee first establishes, and
      thereafter continuously maintains, his status as an Awardee Eligible to Vest,
      as
      set forth in Section 2(g) of the Plan. 

     

    (b)  Notwithstanding
      the foregoing subsection (a) of this Section 2, if the Optionee’s Continuous
      Service ceases as a result of the Optionee’s death, permanent and total
      disability or retirement due to age, in accordance with the Company’s or its
      Subsidiary’s or Affiliate’s retirement policy, any portion of this Option that
      does not constitute Vested Shares, shall immediately vest and become Vested
      Shares effective upon the date of Optionee’s death, disability or retirement, as
      the case may be. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.  Term
      of Option.
      The
      right of the Optionee to exercise this Option shall terminate upon the first
      to
      occur of the following:

     

    (a)  The
      expiration of seven (7) years from the date of this Agreement;

     

    (b)  The
      date
      on which the Administrator offers to purchase this Option in accordance with
      the
      Buyout Provisions set forth in Section 10(e) of the Plan; 

     

    (c)  In
      the
      case of a Nonstatutory Stock Option:

     

    (i)  if
      Optionee’s Continuous Service ceases due to the Optionee’s permanent and total
      disability, the expiration of one (1) year from the date of such disability;
      

     

    (ii)  if
      Optionee’s Continuous Service ceases due to the Optionee’s retirement due to
      age, in accordance with the Company’s or its Subsidiary’s or Affiliate’s
      retirement policy, the expiration of one (1) year from the date of such
      retirement; 

     

    (iii)  if
      Optionee’s Continuous Service ceases due to the Optionee’s death, the expiration
      of one (1) year from the date of death; or 

     

    (iv)  if
      Optionee’s Continuous Service ceases other than as a result of the circumstances
      set forth in paragraphs (i)-(iii) of this subsection (c), the expiration of
      three (3) months after Optionee’s cessation of Continuous Service. 

     

    (d)  In
      the
      case of an Incentive Stock Option: 

     

    (i)  if
      Optionee’s Continuous Service ceases due to the Optionee’s permanent and total
      disability, the expiration of one (1) year from the date of such disability;
      

     

    (ii)  if
      Optionee’s Continuous Service ceases due to the Optionee’s retirement due to
      age, in accordance with the Company’s or its Subsidiary’s or Affiliate’s
      retirement policy, the expiration of three (3) months from the date of such
      retirement; 

     

    (iii)  if
      Optionee’s Continuous Service ceases due to the Optionee’s death, or if death
      occurs during the three-month period set forth in paragraph (ii) of this
      subsection (d), the expiration of one (1) year from the date of death; or


     

    (iv)  the
      expiration of three (3) months from the date of termination of Optionee’s
      Continuous Service if such termination occurs for any reason other than
      permanent disability, death, voluntary resignation or cause; provided, however,
      that if Optionee dies during such three-month period the provisions of
      Section 3(c) above shall apply;

     

    (v)  the
      expiration of one (1) month from the date of termination of Optionee’s
      Continuous Service if such termination occurs due to voluntary resignation;
      provided, however, that if Optionee dies during such one-month period the
      provisions of Section 3(d)(iii) above shall apply; 

     

    (vi)  the
      termination of Optionee’s Continuous Service, if such termination is for “Cause”
(as defined below); or

     

    
      
         

      

      
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    (vii)  upon
      the
      consummation of a Dissolution or Liquidation or a “Change in Control” (as
      defined in Section 16(c) of the Plan), unless otherwise provided pursuant
      to Sections 8 or  9 below.

     

    For
      purposes of this Agreement, “Cause” shall mean (A) the commission of any act of
      fraud, embezzlement or dishonesty by Optionee which materially and adversely
      affects the business of the Company, the acquiring or successor entity (or
      parent or any subsidiary thereof), (B) any unauthorized use or disclosure by
      Optionee of confidential information or trade secrets of the Company, the
      acquiring or successor entity (or parent or any subsidiary thereof), (C) the
      continued refusal or omission by the Optionee to perform any material duties
      required of him if such duties are consistent with duties customary for the
      position held with the Company, the acquiring or successor entity (or parent
      or
      any subsidiary thereof), (D) any material act or omission by the Optionee
      involving malfeasance or gross negligence in the performance of Optionee’s
      duties to, or material deviation from any of the policies or directives of,
      the
      Company or the acquiring or successor entity (or parent or any subsidiary
      thereof), (E) conduct on the part of Optionee which constitutes the breach
      of
      any statutory or common law duty of loyalty to the Company, the acquiring or
      successor entity (or parent or any subsidiary thereof), or (F) any illegal
      act
      by Optionee which materially and adversely affects the business of the Company,
      the acquiring or successor entity (or parent or any subsidiary thereof), or
      any
      felony committed by Optionee, as evidenced by conviction thereof. The provisions
      of this Section shall not limit the grounds for the dismissal or discharge
      of
      Optionee or any other individual in the service of the Company, the acquiring
      or
      successor entity (or parent or any subsidiary thereof).

     

    4.  Exercise
      of Option.
      On or
      after the vesting of any portion of this Option in accordance with
      Sections 2, 8 or 9 hereof, and until termination of the right to exercise
      this Option in accordance with Section 3 above, the portion of this Option
      that has vested may be exercised in whole or in part by the Optionee (or, after
      his or her death, by the person designated in Section 5 below) upon
      delivery of the following to the Company at its principal executive
      offices:

     

    (a)  a
      written
      notice of exercise which identifies this Agreement and states the number of
      Shares then being purchased (but no fractional Shares may be purchased), with
      any partial exercise being deemed to cover first vested Shares and then the
      earliest vesting installments of unvested Shares;

     

    (b)  a
      check
      or cash (denominated in currency of the United States) in the amount of the
      Exercise Price (or payment of the Exercise Price in such other form of lawful
      consideration as the Administrator may approve from time to time under the
      provisions of Section 10 of the Plan);

     

    (c)  in
      the
      case of a Nonstatutory Stock Option, a check or cash (denominated in currency
      of
      the United States) in the amount reasonably requested by the Company to satisfy
      the Company’s withholding obligations under Federal, state or other applicable
      tax laws with respect to the taxable income, if any, recognized by the Optionee
      in connection with the exercise of this Option (unless the Company and Optionee
      shall have made other arrangements for deductions or withholding from Optionee’s
      wages, bonus or other compensation payable to Optionee, or by the withholding
      of
      Shares issuable upon exercise of this Option or the delivery of Shares owned
      by
      the Optionee in accordance with Section 4(b) of the Plan, provided such
      arrangements satisfy the requirements of applicable tax laws); and

     

    (d)  a
      letter,
      if requested by the Company, in such form and substance as the Company may
      require, setting forth the investment intent of the Optionee, or person
      designated in Section 5 below, as the case may be. 

     

    
      
         

      

      
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    5.  Death
      of Optionee; No Assignment.
      The
      rights of the Optionee under this Agreement may not be assigned or transferred
      except by will or by the laws of descent and distribution, and may be exercised
      during the lifetime of the Optionee only by such Optionee. Any attempt to sell,
      pledge, assign, hypothecate, transfer or dispose of this Option in contravention
      of this Agreement or the Plan shall be void and shall have no effect. In the
      event of the Optionee’s death, Optionee’s legal representative, his or her
      legatee, or the person who acquired the right to exercise this Option by reason
      of the death of the Optionee (individually, a “Successor”) shall succeed to the
      Optionee’s rights and obligations under this Agreement. After the death of the
      Optionee, only a Successor may exercise this Option.

     

    6.  Representations
      and Warranties of Optionee.
      

     

    (a)  Optionee
      represents and warrants that this Option is being acquired by Optionee for
      Optionee’s personal account, for investment purposes only, and not with a view
      to the distribution, resale or other disposition thereof.

     

    (b)  Optionee
      acknowledges that the Company may issue Shares upon the exercise of the Option
      without registering such Shares under the Securities Act of l933, as amended
      (the “Securities Act”), on the basis of certain exemptions from such
      registration requirement. Accordingly, Optionee agrees that his or her exercise
      of the Option may be expressly conditioned upon his or her delivery to the
      Company of an investment certificate including such representations and
      undertakings as the Company may reasonably require in order to assure the
      availability of such exemptions, including a representation that Optionee is
      acquiring the Shares for investment and not with a present intention of selling
      or otherwise disposing thereof and an agreement by Optionee that the
      certificates evidencing the Shares may bear a legend indicating such
      non-registration under the Securities Act and the resulting restrictions on
      transfer. Optionee acknowledges that, because Shares received upon exercise
      of
      an Option may be unregistered, Optionee may be required to hold the Shares
      indefinitely unless they are subsequently registered for resale under the
      Securities Act or an exemption from such registration is available.

     

    (c)  Optionee
      acknowledges receipt of a copy of the Plan and understands that all rights
      and
      obligations connected with this Option are set forth in this Agreement and
      in
      the Plan. 

     

    7.  Adjustments
      Upon Changes in Capital Structure.
      In the
      event that the outstanding shares of Common Stock of the Company are hereafter
      increased or decreased or changed into or exchanged for a different number
      or
      kind of shares or other securities of the Company by reason of a
      recapitalization, stock split, combination of shares, reclassification, stock
      dividend or other change in the capital structure of the Company, then
      appropriate adjustment shall be made by the Administrator to the number of
      Shares subject to the unexercised portion of this Option and to the Exercise
      Price per share, in order to preserve, as nearly as practical, but not to
      increase, the benefits of the Optionee under this Option, in accordance with
      the
      provisions of Section 16(a) of the Plan.

     

    8.  Dissolution
      or Liquidation.
      In the
      event of a proposed dissolution or liquidation of the Company (as described
      in
      Section 16(b) of the Plan), the Administrator, in its sole discretion, may
      cause
      the Optionee’s right to exercise this Option to accelerate automatically and
      vest in full (notwithstanding the provisions of Section 2 above) until ten
      (10)
      days prior to such event or such shorter administratively reasonable period
      of
      time as the Administrator may establish in its discretion.

     

    
      
         

      

      
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    9.  Change
      in Control.
      In the
      event of a Change in Control (as defined in Section 16(c) of the
      Plan):

     

    (a)  The
      right
      to exercise this Option shall accelerate automatically and vest in full
      (notwithstanding the provisions of Section 2 above) effective as of
      immediately prior to the consummation of the Change in Control unless
      this
      Option is to be assumed by the acquiring or successor entity (or parent thereof)
      or a new option or New Incentives are to be issued in exchange therefor, as
      provided in subsection (b) of this Section 9. If vesting of this Option will
      accelerate pursuant to the preceding sentence, the Administrator in its
      discretion may provide, in connection with the Change in Control transaction,
      for the purchase or exchange of this Option for an amount of cash or other
      property having a value equal to the difference (or “spread”) between:
      (x) the value of the cash or other property that the Optionee would have
      received pursuant to the Change in Control transaction in exchange for the
      Shares issuable upon exercise of this Option had this Option been exercised
      immediately prior to the Change in Control, and (y) the aggregate Exercise
      Price for such Shares. If the vesting of this Option will accelerate pursuant
      to
      this subsection (a), then the Administrator shall cause written notice of the
      Change in Control transaction to be given to the Optionee not less than fifteen
      (15) days prior to the anticipated effective date of the proposed
      transaction.

     

    (b)  The
      vesting of this Option shall
      not
      accelerate if and to the extent that: (i) this Option (including the
      unvested portion thereof) is to be assumed by the acquiring or successor entity
      (or parent thereof) or a new option of comparable value is to be issued in
      exchange therefor pursuant to the terms of the Change in Control transaction,
      or
      (ii) this Option (including the unvested portion thereof) is to be replaced
      by the acquiring or successor entity (or parent thereof) with other incentives
      of comparable value under a new incentive program (“New Incentives”) containing
      such terms and provisions as the Administrator in its discretion may consider
      equitable; provided, however, that in the event of a Change in Control in which
      one or more of the successor or a parent or subsidiary of the successor has
      issued publicly traded equity securities, such assumption of this Option or
      issuance of a new option or New Incentives shall be made by an entity with
      publicly traded equity securities and shall provide that the holders of such
      assumed Options, new options or New Incentives shall be able to acquire publicly
      traded securities. If this Option is assumed, or if a new option of comparable
      value is issued in exchange therefor, then this Option or the new options shall
      be appropriately adjusted, concurrently with the Change in Control, to apply
      to
      the number and class of securities or other property that the Optionee would
      have received pursuant to the Change in Control transaction in exchange for
      the
      Shares issuable upon exercise of this Option had this Option been exercised
      immediately prior to the Change in Control, and appropriate adjustment also
      shall be made to the Exercise Price such that the aggregate Exercise Price
      of
      this Option or the new options shall remain the same as nearly as
      practicable.

     

    (c)  If
      the
      provisions of subsection (b) of this Section 9 apply, then this Option, the
      new
      options or the New Incentives shall continue to vest in accordance with the
      provisions of Section 2 above and shall continue in effect for the
      remainder of the term of this Option in accordance with the provisions of
      Section 3 above. However, in the event of an Involuntary Termination (as
      defined below) of Optionee’s Continuous Service within twelve (12) months
      following such Change in Control, then vesting of this Option, the new option
      or
      the New Incentives shall accelerate in full automatically effective upon such
      Involuntary Termination. In addition, if the Optionee has remained with the
      Company or its successor for twelve months following the Change of Control,
      then
      all of the Options, the new options or the New Incentives shall become fully
      vested as of the twelve month anniversary of the date of the Change of
      Control.

     

    
      
         

      

      
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    For
      purposes of this Section 9, “Involuntary Termination” shall mean the
      termination of Optionee’s Continuous Service by reason of:

     

    (A)  Optionee’s
      involuntary dismissal or discharge by the Company, or by the acquiring or
      successor entity (or parent or any subsidiary thereof employing the Optionee)
      for reasons other than Cause (as defined in Section 3 above), or 

     

    (B)  Optionee’s
      voluntary resignation following (x) a change in Optionee’s position with
      the Company, the acquiring or successor entity (or parent or any subsidiary
      thereof) which materially reduces Optionee’s duties and responsibilities or the
      level of management to which Optionee reports, (y) a reduction in
      Optionee’s level of compensation (including base salary, fringe benefits and
      target bonus under any performance based bonus or incentive programs) by more
      than ten percent (10%), or (z) a relocation of Optionee’s principal place
      of employment by more than fifty (50) miles, provided and only if such change,
      reduction or relocation is effected without Optionee’s written
      consent.

     

    10.  Limitation
      of Company’s Liability for Nonissuance.
      The
      Company agrees to use its reasonable best efforts to obtain from any applicable
      regulatory agency such authority or approval as may be required in order to
      issue and sell the Shares to the Optionee pursuant to this Option. Inability
      of
      the Company to obtain, from any such regulatory agency, authority or approval
      deemed by the Company’s counsel to be necessary for the lawful issuance and sale
      of the Shares hereunder and under the Plan shall relieve the Company of any
      liability in respect of the nonissuance or sale of such shares as to which
      such
      requisite authority or approval shall not have been obtained.

     

    11.  No
      Employment Contract Created.
      Neither
      the granting of this Option nor the exercise hereof shall be construed as
      granting to the Optionee any right with respect to continuance of employment
      by
      the Company or any of its subsidiaries. The right of the Company or any of
      its
      subsidiaries to terminate at will the Optionee’s employment at any time (whether
      by dismissal, discharge or otherwise), with or without cause, is specifically
      reserved.

     

    12.  Rights
      as Stockholder.
      The
      Optionee (or transferee of this option by will or by the laws of descent and
      distribution) shall have no rights as a stockholder with respect to any Shares
      covered by this Option until such person has duly exercised this Option, paid
      the Exercise Price and become a holder of record of the Shares
      purchased.

     

    13.  Interpretation.
      This
      Option is granted pursuant to the terms of the Plan, and shall in all respects
      be interpreted in accordance therewith. The Administrator shall interpret and
      construe this Option and the Plan, and any action, decision, interpretation
      or
      determination made in good faith by the Administrator shall be final and binding
      on the Company and the Optionee. As used in this Agreement, the term
“Administrator” shall refer to the committee of the Board of Directors of the
      Company appointed to administer the Plan, and mean the Board of
      Directors.

     

    14.  Notices.
      Any
      notice, demand or request required or permitted to be given under this Agreement
      shall be in writing and shall be deemed given when delivered personally or
      three
      (3) days after being deposited in the United States mail, as certified or
      registered mail, with postage prepaid, (or by such other method as the
      Administrator may from time to time deem appropriate), and addressed, if to
      the
      Company, at its principal place of business, Attention: the Chief Financial
      Officer, and if to the Optionee, at his or her most recent address as shown
      in
      the employment or stock records of the Company.

     

    
      
         

      

      
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    15.  Governing
      Law.
      The
      validity, construction, interpretation, and effect of this Option shall be
      governed by and determined in accordance with the substantive laws, but not
      the
      choice of law rules, of the State of Delaware, to the extent not preempted
      by
      Federal law. 

     

    16.  Severability.
      Should
      any provision or portion of this Agreement be held to be unenforceable or
      invalid for any reason, the remaining provisions and portions of this Agreement
      shall be unaffected by such holding.

     

    17.  Attorneys’
      Fees.
      If any
      party shall bring an action in law or equity against another to enforce or
      interpret any of the terms, covenants and provisions of this Agreement, the
      prevailing party in such action shall be entitled to recover reasonable
      attorneys’ fees and costs.

     

    18.  Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall be deemed one
      instrument.

     

    [Signature
      Page Follows]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    
      	 	 	 
	 	NORTH
              AMERICAN SCIENTIFIC, INC.
	 
 	 
 	 
 
	 	By:  	/s/ John
              Rush
	 	
              
John
              Rush, Chief Executive
              Officer


    

    
       

      
        	 	 	 
	 	OPTIONEE
	 
 	 
 	 
 
	 	        
                	/s/ Brett
                L.
                Scott
	 	
                
Brett
                L. Scott


      

       

      
        
           

        

        
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